TBS INTERNATIONAL LIMITED
&
SUBSIDIARIES                                                              EXHIBIT 10.2




TBS
INTERNATIONAL LIMITED




2005
EQUITY INCENTIVE PLAN




FORM
OF RESTRICTED SHARE AWARD AGREEMENT




(amended
as of April 8, 2008)









RESTRICTED SHARE AWARD AGREEMENT (this
“Agreement”) dated as of _______________, _______ (the “Issue Date”) between TBS
INTERNATIONAL LIMITED (the “Company”), and [PARTICIPANT] (the “Participant”).
Except as otherwise defined herein, capitalized terms used herein shall have the
meanings set forth in the Plan (as defined below).




WHEREAS,
pursuant to the 2005 Equity Incentive Plan (the “Plan”), the Committee
designated under the Plan desires to issue to the Participant an award of
restricted shares of Class A Common Shares, par value U.S. $0.01 per share, of
the Company (the “Restricted Shares”); and




WHEREAS,
the Participant desires to accept such restricted share award subject to the
terms and conditions of this Agreement.




NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and
agreements contained herein, the Company and the Participant, intending to be
legally bound, hereby agree as follows:




1.           Definitions.  Defined
terms in the Plan shall have the same meaning in this Agreement, except where
the context otherwise requires.




2.           Issue of Restricted
Shares.  On the Issue Date, the Company hereby issues to
Participant an Award of __________ Restricted Shares (the “Award”) in accordance
with Section 9 of the Plan and subject to the conditions set forth in this
Agreement and the Plan (as amended from time to time).  The Award
represents the right to receive and retain up to the number of shares set forth
in the preceding sentence (as adjusted from time to time pursuant to Section
16(a) of the Plan) subject to the fulfillment of the vesting conditions set
forth in this Agreement. By accepting the Award, Participant irrevocably agrees
on behalf of Participant and Participant’s successors and permitted assigns to
all of the terms and conditions of the Award as set forth in or pursuant to this
Agreement and the Plan (as such Plan may be amended from time to
time).




3.           Vesting.  Participant’s
rights in and to the Restricted Shares subject to the Award shall [be fully
vested as of] [vest in equal installments of _____% on each of the first [____]
anniversaries of] the Issue Date; provided, however, that if
there is a Change in Control of the Company or if the Participant’s employment
is terminated without Cause, then the Restricted Shares will immediately and
automatically vest in full.




4.           Issuance of Certificates;
Status of Participant.




(a)           Share
certificates representing the Restricted Shares may be issued by the Company in
the name of the Participant and held in escrow by the Company until the
Restricted Shares vest, or the Company may hold non-certificated shares in the
name of the Participant until the Restricted Shares vest.




(b)           From
and after the Issue Date, Participant will be recorded as a shareholder of the
Company with respect to the Restricted Shares subject to the Award (whether
vested or unvested) and shall have voting rights with respect to such Restricted
Shares in accordance with the Company's bye-laws unless and until any such
Restricted Shares are forfeited or transferred back to the Company.




5.           Forfeiture; Right of
Repurchase Provisions.  Nothing in this Agreement will limit
the Company's rights pursuant to Section 15 or Section 9 of the
Plan.




6.           Dividends.  From
and after the Issue Date and unless and until the Restricted Shares are
forfeited or otherwise repurchased by the Company, the Participant will be
entitled to receive all dividends and other distributions paid with respect to
the Restricted Shares subject to this Award; provided however that any
Restricted Shares or other securities of the Company received by a Participant
as a result of a share distribution or as a share dividend or bonus issue with
respect to the Restricted Shares awarded hereunder shall be subject to the same
restrictions as such Restricted Shares.




7.           Withholding and Disposition
of Restricted Shares.




(a)           Generally.  Participant
is liable and responsible for all taxes owed in connection with the Award,
regardless of any action the Company takes with respect to any tax withholding
obligations that arise in connection with the Award. The Company does not make
any representation or undertaking regarding the treatment of any tax withholding
in connection with the issue or vesting of the Award or the subsequent sale of
Restricted Shares issuable pursuant to the Award. The Company does not commit
and is under no obligation to structure the Award to reduce or eliminate
Participant’s tax liability.




(b)           [Payment
of Withholding Taxes.  Prior to any event in connection with the Award
(e.g., issue/vesting of the Award) that the Company determines may result in any
domestic or foreign tax withholding obligation, whether national, federal, state
or local, including any social tax obligation (the “Tax Withholding
Obligation”), Participant is required to arrange for the satisfaction of the
amount of such Tax Withholding Obligation in a manner acceptable to the
Company.




(i)           By
Tendering Shares.  Unless Participant elects to satisfy the Tax
Withholding Obligation by an alternative means in accordance with Paragraph
7(b)(ii), Participant’s acceptance of this Award constitutes Participant’s
instruction and authorization to tender to the Company for repurchase the number
of Restricted Shares from those Restricted Shares already issued to Participant
at or about the time when the Award becomes vested as the Company determines to
be sufficient to satisfy the Tax Withholding Obligation.




(ii)           By
Other Payment.  At any time not less than five (5) business days
before any Tax Withholding Obligation arises. Participant may notify the Company
of Participant’s election to pay Participant’s Tax Withholding Obligation by
wire transfer, cashier’s check or other means permitted by the Company. In such
case, Participant shall satisfy his or her tax withholding obligation by paying
to the Company on such date as it shall specify an amount that the Company
determines is sufficient to satisfy the expected Tax Withholding Obligation by
(i) wire transfer to such account as the Company may direct, (ii) delivery of a
cashier’s check payable to the Company, Attn:  _______________, at the
Company’s principal executive offices, or such other address as the Company may
from time to time direct, or (iii) such other means as the Company may establish
or permit. Participant agrees and acknowledges that prior to the date the Tax
Withholding Obligation arises, the Company will be required to estimate the
amount of the Tax Withholding Obligation and accordingly may require the amount
paid to the Company under this Paragraph 7(b)(ii) to be more than the minimum
amount that may actually be due and that, if Participant has not delivered
payment of a sufficient amount to the Company to satisfy the Tax Withholding
Obligation (regardless of whether as a result of the Company underestimating the
required payment or Participant failing to timely make the required payment),
the additional Tax Withholding Obligation amounts shall be satisfied in the
manner specified in Paragraph 7(b)(i).]




8.           Committee
Authority.  Any question concerning the interpretation of this
Agreement or the Plan, any adjustments required to be made under this Agreement
or the Plan, and any controversy that may arise under this Agreement or the Plan
shall be determined by the Committee in its sole and absolute discretion. All
decisions by the Committee shall be final and binding.




9.           Application of the
Plan.  The terms of this Agreement are governed by the terms of
the Plan, as it exists on the date hereof and as the Plan is amended from time
to time. In the event of any conflict between the provisions of this Agreement
and the provisions of the Plan, the terms of the Plan shall control, except as
expressly stated otherwise herein. As used herein, the term “Section” generally
refers to provisions within the Plan, and the term “Paragraph” refers to
provisions of this Agreement.




10.           No Right to Continued
Employment.  Nothing in the Plan, in this Agreement or any
other instrument executed pursuant thereto or hereto shall confer upon the
Participant any right to continued employment with the Company or any of its
subsidiaries or affiliates, or interfere in any way with the right of the
Company or any of its subsidiaries to terminate the Participant’s employment or
other service relationship for any reason at any time.




11.           Further
Assurances.  Each party hereto shall cooperate with each other
party, shall do and perform or cause to be done and performed all further acts
and things, and shall execute and deliver all other agreements, certificates,
instruments, and documents as any other party hereto reasonably may request in
order to carry out the intent and accomplish the purposes of this Agreement and
the Plan.




12.           Entire
Agreement.  This Agreement and the Plan together set forth the
entire agreement and understanding between the parties as to the subject matter
hereof and supersede all prior oral and written and all contemporaneous or
subsequent oral discussions, agreements and understandings of any kind or
nature.




13.           Binding on
Transferees.  The provisions of the Plan and this Agreement
will inure to the benefit of, and be binding on, the Company and its transferees
and assigns and the Participant and Participant’s executor, administrator and
permitted transferees and beneficiaries, whether or not any such person will
have become a party to this Agreement and agreed in writing to join herein and
be bound by the terms and conditions hereof.




14.           Securities Law
Compliance.  The Company may impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and
manner of any resales by Participant or other subsequent transfers by
Participant of any Restricted Shares issued as a result of or under this Award,
including without limitation (i) restrictions under an insider trading policy,
(ii) restrictions that may be necessary in the absence of an effective
registration statement under the Securities Act of 1933, as amended, covering
the Award and/or the shares underlying the Award and (iii) restrictions as to
the use of a specified brokerage firm or other agent for such resales or other
transfers. Any sale of the Restricted Shares must also comply with other
applicable laws and regulations governing the sale of such shares.




15.           Applicable
Law.  The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of Delaware without giving effect to the conflicts of laws provisions
thereof.




The
parties hereto have executed this Agreement as of the date first above
written.




TBS
INTERNATIONAL LIMITED









By:


Name


Title









[PARTICIPANT]












Name







Printed
Name